Site User Agreement The Terms of Use set forth herein govern the terms of use of any and all activities on this website (the “Site”). By clicking on the “Confirm and Submit Registration” button, the prospective user represents that he/she is either (i) directly affiliated with a showroom, manufacturer or design center that has entered into an agreement with Market Base Multimedia, Inc. d/b/a Design Center Search (“Company”) or a professional trade user (e.g. interior decorator) and such prospective user (hereinafter, collectively referred to as “Trade User”) shall have access to such portions of the Site as expressly authorized by Company or (ii) a general user who shall have certain limited access to the Site as permitted by Company (referred to as “General User”). [Each and all Trade Users and General Users hereinafter shall be collectively referred to as the “User(s)”]. By clicking on the “Confirm and Submit Registration” button, the User agrees to be bound by all of these Terms of Use and any person who registers on the Site is deemed to accept the following Terms of Use without any changes. These Terms of Use may be amended by Company at any time. Any changes to the Terms of Use will be effective with respect to a previously registered User five (5) days after posting on the Site. The continued use of the Site by the User will constitute acceptance by the User of the Terms of Use as amended. 1. Eligibility to Use the Site. The Site is reserved exclusively to Trade Users who are affiliated and/or employed by showrooms, manufacturers and design centers who have entered into written agreements with MBM or trade professionals (e.g. interior decorators) and certain General Users who are deemed acceptable to Company, as Company may determine in its sole discretion. 2. Operation of the Site. The Site is intended to present a variety of design and product information, uploaded and maintained by third party design centers, showrooms and manufacturers and provide for the viewing of certain items (hereinafter “Items”) and online information with respect to the Items. The role of Company is limited to making the Site available and maintaining the Site. Company is not an agent, for any of the Users or any of the entities that provide Items or information on the Site, for any purpose. Company does not accept or assume any responsibility or liability of any kind whatsoever with respect to any Items or information about the Items viewed on the Site. 3. Disclaimer of Warranties. The Site is provided on an “AS-IS” and “AS AVAILABLE” basis. Company and its employees and agents have not made and will make no guarantee, warranty or representation, expressed or implied, with respect to the Site including without limitation, any warranty or representation as to merchantability or fitness for a particular purpose, or with respect to any Items made available on or through the Site by any manufacturer showroom or seller on the Site, and/or as to the following: (a) any representation or warranty that the Site meets the User’s requirements, will always be accessible, uninterrupted, timely, secure or operate without error; (b) any representation or warranty with respect to title to or delivery of any Item; (c) any representation or warranty with respect to rarity, importance, provenance, designer or creator, exhibitions, literature, historical relevance or otherwise of an Item or. any representation or warranty as to whether the User shall acquire any reproduction rights or other intellectual property rights in any Item; (d) any representation or warranty that any Item conforms to its description or the colors, texture and detail shown on the User’s computer monitor; (e) any representation or warranty regarding the character, reputation or business practices of any other User or seller of Items; In addition, whether or not Company implements reasonable protections, Company does not warrant or represent that the Site any part thereof, or any information or other material accessible through the Site is free of viruses, worms, Trojan horses or other harmful components, or that the Site shall be free from vulnerability to so-called “hackers”. 4. RELEASE AND LIMITATION OF LIABILITY. To the maximum extent permitted by law, Company is not liable for, and the User releases, Company, its subsidiaries, affiliates, officers, directors, employees, agents, Design Search Pro, Inc. and other suppliers, from, any and all claims, demands, liabilities, actions, losses and damages of any kind, including without limitation direct, indirect, incidental, special, punitive and consequential damages (including without limitation lost profits, lost revenue and/or data), related to or arising out of or in connection with the Terms of Use, the Site, the unavailability and/or inability to use the Site, or with respect to any Item available for viewing on the Site however caused or arising, pursuant to any theory of liability, whether in contract, strict liability, or tort, including negligence or otherwise, even if Company is advised of the possibility of the same If the User is a California resident, the User waives California Civil Code § 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Without limitation to the foregoing, the User must direct all claims, concerns or problems regarding any Item available for viewing on the Site to the manufacturer and/or seller of such Item and must resolve any dispute regarding any Item directly with the manufacturer and/or seller, and shall not seek remedy or assistance from Company or its affiliates and suppliers, including but not limited to Design Search Pro, Inc., with respect thereto. Furthermore, if another person obtains the User’s materials available on the Site (whether or not with Company’s permission) and uses those materials in a manner not authorized pursuant to the Terms of Use, the User will see redress from the other person so using such materials and not from Company, and the User will not hold Company liable or responsible for such unauthorized Use. 5. Indemnity by User. The User agrees to defend and indemnify and hold Company and its affiliates harmless from any and all losses, damages, liabilities, claims and costs (including without limitation actual, reasonable attorneys’ and paralegal costs and fees and court costs) arising out of or related in any manner to the use of the Site by the User, the sale or purchase of Items by the User, the nature or quality of the Items, and any disputes between the User and the seller of the Items or other Users. 6. Refusal of Service. Company reserves the right to withdraw any Item from the Site or to amend any content on the Site at any time. Company may refuse service to anyone including any registered User, at any time, in Company’s sole discretion. Company will not be liable to the User or any third party because Company has withdrawn any Item from the Site, amended any of the content on the Site or denied User access to the Site. 7. Site Monitoring. Company reserves the right, but accepts no obligation, to monitor any activity and/or content on the Site. Company may investigate any reported violation of applicable law, the Terms of Use and any other policy applicable to Users or transactions on the Site and may take action that it deems appropriate, including but not limited to, issuing warnings, suspending or terminating service, denying access to User(s) or removing any content from the Site. 8. Compliance with Laws. The Site may be used only for lawful purposes and in a lawful manner. The User agrees to comply with all applicable laws and regulations regarding the use of the Site and any transaction conducted on or through the Site. Without limitation to the preceding sentence, the User agrees to abide by all copyright and trademark laws of all applicable jurisdictions and shall not access or use the Site for purposes of engaging in any conduct or actions constituting copyright or trademark infringement of any other User and/or with respect to any content, images, trademarks, trade names or service marks found on the Site. 9. Fraudulent Registration Prohibited. The User may not register under a false name or use another User’s password. In addition to any other remedies at law or equity, in the event fraudulent conduct is identified, the User will be denied access to the site and the conduct may be reported to State and Federal law enforcement authorities. 10. Prohibition Against Unauthorized Disclosure, Copying or Use. (A) Although Trade Users may have access to “trade only” information, all persons (including all the Users) accessing this Site hereby agree, warrant and represent, that those accessing the Site, (a) will not disclose “trade only” information via any form of general publication and will not otherwise utilize “trade only “ information except as expressly authorized by this Agreement; (b) will not by automatic device or manual process, monitor or copy Company’ web pages or their content without the prior written permission of Company; (b) will not use any device, software or routine to interfere or attempt to interfere with the proper functioning of the Site; (c) will not do anything that imposes an unreasonable or disproportionately large load on the Company’s resources or Site infrastructure. (B) The Site may not be used for any other commercial purpose except as expressly set forth herein. Other than as expressly set forth herein User expressly agrees not to (i) use the Site for illegal and/or unauthorized uses, including collecting any information and/or e-mail addresses of other Users by electronic or other means for the purpose of sending unsolicited e-mail; (ii) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Site or content contained on the Site; or (iii) "meta-search" the Site or services provided on the Site. (C) UNLESS AND EXCEPT AS EXPRESSLY AUTHORIZED BY COMPANY, COPYING, REPRODUCTION, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING OR DUPLICATING OR ANY OTHER MISUSE, OF ANY PART OF THE SITE, INCLUDING BUT NOT LIMITED, TO COPYRIGHTED AND TRADEMARKED MATERIAL, AND OTHER PROPRIETARY INFORMATION OR MATERIAL IS PROHIBITED. Nothing contained in this Agreement or in the materials on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any material in any manner, except as expressly set forth herein without the prior written consent of Company or such third party or other User that may own the material or intellectual property displayed on this Site. In addition, use of the Site Content or materials for any purpose not expressly permitted in the Terms of Use is prohibited. The User shall not copy or adapt the HTML code that Company uses to generate any content on the Site or the pages making up the Site. Company retains the copyright of all photographs, illustrations, digital images and written material produced on the Site and any form of website design and content, including the category and sub-category system and any object and materials published by Company on the Site or otherwise. Design Center Search and Design Search Pro are each a legally protected trademark and/or service mark and may not be used without authorization. 11. Use of Site Information. Except as expressly permitted by this Agreement or with the prior written consent of Company, the Users shall not use or reproduce information on Items or manufacturers and/or sellers available on the Site for purposes other than arranging for purchase, delivery, payment and shipment of Items. Any Trade User registered with Company has permission to print in hard copy and electronically reproduce portions of the Site for the sole purposes of purchasing Items and reselling such Items to the User’s interior design clients or using Site as a shopping resource. Unless and except as expressly permitted by this Terms of Use, no User may modify materials on or obtained from the Site or include any such materials on the User’s own website. 12. Miscellaneous. If any provision of these Terms of Use is deemed unlawful, void or for any reason unenforceable, such provision(s) will be deemed severable from the rest of the Terms of Use and will not affect the validity and enforceability of the rest of the Terms of Use. Failure of Company to exercise any rights or remedies will not constitute a waiver of such rights or remedies or any similar or dissimilar rights or remedies available to Company under these Terms of Use or at law or equity. The Terms of Use represents the entire agreement between the User and Company regarding use of the Site. This Terms of Use, as the same may be amended from time to time, supersede and replace any other agreement between the parties, including but not limited to, any previous Terms of Use as the same may have applied to the User and Company. 13. Notices. Any notices to Company shall be given by postal mail addressed to Company, 526 West 26th Street, New York, NY 10001, to the attention of Michael Bruno. Notices to the User shall be given to the e-mail address provided to Company by the User upon registration. Notice to the User shall be deemed to have been received 24 hours after the e-mail was sent, unless Company is notified that the e-mail address is invalid, in which event Company may give notice by postal mail at the address provided to Company by the User upon registration. Notice given by postal mail shall be deemed to have been received three (3) business days after the date of mailing. 14. Governing Law and Jurisdiction. The Terms of Use are governed by the laws of the State of New York as an agreement entered into and performed in the State of New York, and the User agrees that any dispute arising under the Terms of Use and/or use of the Site shall be subject to the exclusive jurisdiction of the State or Federal courts located in the City, County and State of New York. Company and User agree to be subject to the jurisdiction of such courts.